v3.25.4
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On February 4, 2026, we entered into the Asset Purchase Agreement with Renesas, pursuant to which Renesas will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title and interest in, to and under certain assets related to the timing business of Renesas Electronics Corporation for an aggregate purchase price of approximately $1,500.0 million in cash and 4.13 million shares of our common stock, subject to certain adjustments as set forth in the Asset Purchase Agreement.
As described in greater detail in the Asset Purchase Agreement, the number of shares subject to the Stock Consideration will be determined based on the volume-weighted average price of our common stock for the period of 10 consecutive trading days ending on the third full trading day prior to the consummation of the Acquisition, subject to a floor price of $308.6686 and a ceiling price of $417.6104.
The Closing is subject to the satisfaction of certain customary conditions, including the accuracy of each party’s representations and warranties as of the Closing, subject in certain instances, to certain materiality and other thresholds, the performance by each party of its obligations and covenants under the Asset Purchase Agreement in all material respects, the expiration or termination of the applicable waiting periods under HSR and the receipt of other governmental approvals in certain foreign jurisdictions.
Also on February 4, 2026, in connection with our entry into the Asset Purchase Agreement, we entered into the Commitment Letter with Wells Fargo, pursuant to which Wells Fargo has committed to provide us with debt financing to fund a portion of the Cash Consideration in an aggregate principal amount of up to $900.0 million in the form of the Bridge Facility, subject to customary conditions. Subject to market conditions and other factors, in lieu of all or a portion of the Bridge Facility, we may fund a portion of the acquisition consideration through one or more bank financing or capital markets transactions. The consummation of the acquisition is not conditioned on the availability of the Bridge Facility or any alternative financing.